Executive Compensation and Benefits

Cravath represented the underwriters in connection with the €600 million registered floating rate senior notes offering of Kraft Heinz Foods Company, one of the largest food and beverage companies in the world at the time of the offering. The transaction closed on May 10, 2023.

On May 16, 2023, IBM announced it has acquired Polar Security, an innovator in technology that helps companies discover, continuously monitor and secure cloud and software‑as‑a‑service (SaaS) application data. Cravath is representing IBM in connection with the transaction.

On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.

Cravath partners Jelena McWilliams, Michael L. Arnold and Matthew J. Bobby spoke at the American Bar Association’s 2023 Business Law Section Hybrid Spring Meeting, which was held from April 27‑29, 2023 in Seattle, WA.

On April 20, 2023, Cravath prepared a memo entitled “The Healthcare M&A Surge Is Here: What Your Compensation Committee Should Be Doing Now.” The memo outlines key human capital considerations for Boards of Directors and management of pharma and biotech companies weighing a potential M&A transaction, including strategies to retain key employees, severance protections in the event of potential synergies and strategies to manage the potential impact of 280G excise taxes.

Cravath partners Nicholas A. Dorsey and Amanda Hines Gold were featured as guests on the February 21, 2023 episode of “Lab to Startup,” a podcast hosted by Naresh Sunkara, a chemical biologist, entrepreneur, and the founder and executive director of the Berkeley Postdoc Entrepreneurship Program at the University of California, Berkeley. In the interview, Nick and Amanda provided an overview of the legal topics relevant to early stage founders from incorporation to exit, including employee equity considerations.

Cravath partners G.J. Ligelis Jr., Alyssa K. Caples, Christopher K. Fargo and Margaret T. Segall co-authored the U.S. Law & Practice chapter of the third edition of Chambers “Investing In… 2023” Guide, which was published in January 2023. The guide, which is part of the publisher’s Global Practice Guides series, examines country specific legal issues that arise from foreign direct investment (“FDI”) and cross border transactions in the 33 jurisdictions covered. The U.S. Law & Practice chapter surveys the legal system and regulatory framework for FDI in the country, analyzing the economic climate, as well as considerations related to mergers and acquisitions, corporate governance, capital markets, antitrust, national security, tax, employment and intellectual property.

On March 2, 2023, Cravath prepared a memo for its clients entitled “NYSE and Nasdaq Propose Clawback Listing Standards.” The memo examines the New York Stock Exchange and Nasdaq Stock Market’s proposed rules in response to the SEC’s adoption of final rules implementing the clawback provisions of the Dodd-Frank Act. The exchanges’ proposed rules establish listing standards requiring listed companies to implement a clawback policy and outline what could occur if a listed company fails to adopt or comply with its policy. In addition to summarizing these standards, the memo outlines the public comment period, and suggested next steps for affected companies.